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What you need to know about joint audit

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The European Audit Reform has been adopted by the co-legislators of the European Union and is expected to become effective by mid-2016. One of the main novelties of this reform is mandatory rotation of audit firms after a set number of years. This Reform also encourages Joint Audit as it provides clear incentives for Public Interest Entities (PIEs) to transition to this system by allowing their auditors a longer rotation period.

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What you need to know about joint audit

  1. 1. WHAT YOU NEED TO KNOW ABOUT JOINT AUDIT
  2. 2. MAZARS IS AN INTERNATIONAL, INTEGRATED AND INDEPENDENT ORGANISATION SPECIALISING IN AUDIT, ADVISORY, ACCOUNTING, TAX AND LEGAL SERVICES. AS OF SEPTEMBER 1, 2013, THE GROUP OPERATES IN 72 COUNTRIES, AND DRAWS ON THE EXPERTISE OF 13,800 PROFESSIONALS TO ASSIST MAJOR INTERNATIONAL GROUPS, SMES, PRIVATE INVESTORS AND PUBLIC BODIES, AT EVERY STAGE IN THEIR DEVELOPMENT.
  3. 3. What you need to know about Joint Audit 5 CONTENTS 1. What is a Joint Audit? 7 2. To which entities does Joint Audit apply? 8 3. How are joint auditors appointed? 8 4. How does Joint Audit work in practice? 10 5. How is the overall audit work allocated between joint auditors? 13 6. Will Joint Audit be an additional burden for audited entities? 13 7. What is the cost of Joint Audit? 14 8. What are the benefits of Joint Audit? 14 9. How does the European Audit Reform embrace Joint Audit? 16 10. What has been France’s experience with Joint Audit? 16
  4. 4. 6 What you need to know about Joint Audit
  5. 5. The European Audit Reform has been adopted by the co-legislators of the European Union and is expected to becomeeffectivebymid-2016.Oneofthemainnoveltiesofthisreformismandatoryrotationofauditfirmsafter a set number of years.This Reform also encourages Joint Audit as it provides clear incentives for Public Interest Entities(PIEs)totransitiontothissystembyallowingtheirauditorsalongerrotationperiod. Often misrepresented or misunderstood,Joint Audit is a system with virtues and deserves full consideration.As professionals with significant experience working within this system,we would like to present you with a guide thatexplainsthemainfeaturesofJointAudit,itsapplicationanditsassociatedbenefits. *GiventhatJointAudithasbeenpracticedthelongestinFrance(since1960),wethusrefertotheFrenchexperience asourmainreferenceinthisdocument. 1. WHAT IS A JOINT AUDIT? AJointAuditiswhentwoseparateauditfirmsareappointedbyanentitytoexpressjointlyasingleopiniononits consolidatedfinancialstatements. §§ It is fundamentally different from a ‘dual’ audit (or ‘shared audit’) whereby one firm (or sometimes more) auditing parts of a group reports to another audit firm that ultimately signs off on the group audit. §§ Statutory joint-auditors MUST belong to separate audit firms. Thelegalrequirementisforatleasttwostatutoryauditorstobeappointed(butalargernumberispossible). What are the Main Features of a Joint Audit? • Anauditofan entitybytwo(or more)auditorsto produceasingle auditreport. • Auditplanningis performedjointly andfieldworkis allocatedbetween auditorstoavoid duplication. • Thework performedbyeach auditorissubjectto acrossreviewby theotherauditor. • Theauditors jointlyreviewthe criticalissues affectingthe entity. • Theauditors jointlyreportto theentity’s management,its AuditCommittee andits shareholders 1. What is a Joint Audit? What you need to know about Joint Audit 7
  6. 6. 2. TO WHICH ENTITIES DOES JOINT AUDIT APPLY? The code of commercial law in France requires the appointment of two statutory auditors by all companies requiredtoprepareandpublishconsolidatedfinancialstatements. §§ Other companies having material subsidiaries with the exception of: • Small groups (with fewer than 250 employees, €15 million of total assets or €30 million of revenue), • Sub-groups of companies that already prepare consolidated financial statements. §§ Government owned entities with subsidiaries. §§ Banking entities with total assets in excess of €450 million are also subject to Joint Audit. Inpractice,theJointAuditrequirementcoversaverylargepartofthemarketcomprisingofPublicInterestEntities(PIEs). Though the legal requirement for a Joint Audit is to have at least two statutory auditors; a larger number is possible. §§ EXAMPLE - Some CAC 40 groups have opted for 3 Joint Auditors: BNP Paribas has had 3 Joint Auditors since 1994. 3. HOW ARE JOINT AUDITORS APPOINTED? InFrance,auditassigmentsareeffectivefora6yearperiod.Theauditorsareappointedbytheshareholdersofthe auditedentity,normallybyresolutionatthegeneralshareholdersmeeting. There is no legal requirement for the appointment dates of both audit firms to coincide. Some examples of “staggered” appointments do exist, but in most cases, and for historical reasons, the dates of appointment for bothauditfirmsdocoincide(meaningthatbothfirmsmaythereforebesubjecttotenderatthesametime). “Staggered” management of joint audit appointments might occur more frequently now with the introduction of mandatoryrotationatEUlevel(seesection9). §§ This practice will enable the continuity of knowledge from one audit firm to the next and will strengthen audit independence (since tendering will take place at more frequent intervals). What you need to know about Joint Audit8 2. To which entities does Joint Audit apply? / 3. How are joint auditors appointed?
  7. 7. 9What you need to know about Joint Audit
  8. 8. 4. HOW DOES JOINT AUDIT WORK IN PRACTICE? Within large groups, Joint Audit applies by law to any ultimate holding company. Joint Audit could also be extendedinpracticetomaterialsubsidiariesabroad. Muchlikeasoloaudit,theJointAuditofagroup’sconsolidatedfinancialstatementsisdividedinto5keyphases: 1 Defining the audit approach or audit strategy. 2 Auditing the financial statements of subsidiaries. 3 Auditing the holding company or parent company’s individual financial statements. (Phase 2 Phase 3 could take place simultaneously.) 4 Auditing the consolidated financial statements. 5 Establishing a Joint Audit opinion. IEXAMPLE Mazars and Audit Firm A have been nominated as joint auditors of Group Z, and has 3 subsidiaries in various countrieswiththescopeofworkdifferingfromonesubsidiarytothenext.Eachsubsidiaryisauditedbyonlyone auditfirm. Phase1Definingtheauditapproachorauditstrategy 1. Before the joint auditors begin their work, they first agree on the audit strategy and decide jointly on the scope of the work based on a risk analysis. 2. Their strategy is discussed with the Audit Committee of Company Z or its general management. 3. Once a consensus is reach, the joint auditors then set the thresholds and formalize their strategy in a shared joint audit memo. 4. After defining the audit strategy, the auditors of the holding company or parent company prepare audit instructions which are then communicated to the local auditors at subsidiary level. Phase2Auditingthefinancialstatementsofsubsidiaries 1. The financial statements of the subsidiaries are audited by the local auditors in accordance with the audit instructions provided by the holding company or parent company auditors. 2. Local auditors send their reports on the subsidiaries’ account to the the central team in charge of the group consolidation. What you need to know about Joint Audit10 4. How does Joint Audit work in practice?
  9. 9. Phase3Auditingtheholdingcompanyorparentcompany’sindividualfinancialstatements 1. The audit work is divided between the joint auditors on the basis of the applicable audit cycles and/or corporate functions. In the example below, audit cycles are attributed to each auditor depending on their respective importance in the balance sheet and/or PL. The joint auditors cover all the audited entity’s material balance sheet and income statement items and optimize distribution of audit work to promote a balanced Joint Audit. Audit cycles Mazars Audit Firm A Plan property equipment ✓ Tangible, intangible and financial assets ✓ Inventory ✓ Sales/receivables ✓ Cash equivalents ✓ Shareholder’s equity ✓ Provisions for risks and charges ✓ Purchases / payables ✓ Company personnel ✓ Taxes ✓ Other debts and receivables ✓ 2. At the end of the audit work, the procedures performed by each auditor are subject to a peer review. *Note: This breakdown could also apply to Phase 2 (auditing the financial statements of subsidiaries) if there is a Joint Audit taking place at subsidiary level. Statutory accounts level Local Audit Teams Mazars Local Audit team 1 Audit Firm A Local Audit team 2 Audit Firm A Local Audit team 3 Mazars Sub. 1 (level 1) Sub.2 (level 2) Sub. 3 (level 3) Company Z (parent comp.) AUDIT FIRM AConsolidation level central teams *Note: when complex and sensitive topics are identified, the Auditor in charge of the respective entity communicates with the other joint auditor at group level to reach a joint position. 4. How does Joint Audit work in practice? What you need to know about Joint Audit 11
  10. 10. Phase4Auditingtheconsolidatedfinancialstatements 1. The joint auditors agree on the scope and distribution of the audit work either by topics (like in the example below), by business segment, or by geographical zone, thus providing complete coverage of the consolidated accounts. 2. At the end of the audit, a peer review will be carried out by the other auditor. Audit Firm in charge Mazars Audit Firm A Subsidiaries coordination ✓ ✓ Perimeter review ✓ Elimination of equity shares ✓ Consolidation adjustments ✓ ✓ Equity method ✓ Interco elimination ✓ Deferred taxes ✓ Social commitments ✓ Cash flow statement ✓ Review the disclosed financial information ✓ ✓ * Please note that in the case of major groups, the Joint Audit approach is often applied within each of the group’s businesses in order to ensure oversight by “two sets of eyes” for each business line. Phase5EstablishingaJointAuditopinion 1. A single Joint Audit opinion is reached once Mazarsand AuditFirmAperform a documented reciprocal peer review of the work performed by the other. 2. Mazarsand AuditFirmAprepare a combined summary of their findings and discusses it with Company Z’s general management or its Audit Committee. 3. The signing auditors from Mazarsand AuditFirmAattend Company Z’s Board of Directors meeting during which the group’s annual and half-yearly financial statements are issued. During this meeting and other related meetings, both Mazars and Audit Firm A speak with a single voice. ******* The joint auditors are jointly liable for the audit opinion provided. When specific circumstances occur (change in the regulatory environment, acquisitions, exceptional transactions, etc.), consultations are generally performed by one single audit firm and conclusions are shared with the other auditor to establish a joint position. In the case of disagreements between the joint auditors, there are special procedures for the formulation of their audit opinion. 12 What you need to know about Joint Audit 4. How does Joint Audit work in practice?
  11. 11. What you need to know about Joint Audit 13
  12. 12. 5. HOW ISTHE OVERALLAUDITWORKALLOCATED BETWEEN JOINTAUDITORS? It is highly recommended to divide the audit work between the joint auditors on a balanced basis reflecting criteriawhichcouldbequantitative(theestimatednumberofworkhoursrequiredfortheaudit)orqualitative(the qualificationandexperienceoftheauditteams). §§ Each joint auditor should receive between 40% and 60% of the total fees. In this above example, a 50/50 fees’ split was decided based on the distribution of work: audit cycles have been fairly distributed between Mazarsand AuditFirmAin order to minimize duplication and to ensure balanced workload. §§ A division between 70% - 30% may be tolerated but are generally monitored by the regulator. §§ In Denmark, Joint Audit did not succeed because they were organized in an “unbalanced” manner (there was a 90% - 10% split of total audit fees for joint auditors). 6. WILL JOINT AUDIT BE AN ADDITIONAL BURDEN FOR AUDITED ENTITIES? If the scope of the Joint Audit is well defined from the beginning, then the additional work would be minimal andonlybeneficialtotheauditedentity. Thisadditionalworkprimarilyinvolves: §§ The attendance of signing auditors from each audit firm to the audit summary meetings; • with the audited entity, • with the governing bodies. §§ Coordination of the overall audit approach. §§ Reciprocal reviews. §§ Coordination on technical issues. §§ Sharing and discussing key audit issues. Theseoptimalpracticesaremeanttopromoteacriticaleyetoavoidanyissuesfrom“fallingbetweenthecracks”. 14 What you need to know about Joint Audit 5. How is the overall audit work allocated between joint auditors? / 6. Will Joint Audit be an additional burden for audited entities?
  13. 13. 7. WHAT IS THE COST OF JOINT AUDIT? Joint audit can induce additional cost, but these costs remain marginal and rarely exceed 2.5 - 5%1 . This minoradditionalcostmustbecomparedwiththeadditionalsecurityprovidedbythe‘foureyesprinciples’andthe reciprocalreview.Moreover,researchonthetopicofgroupauditbudgetsdoesnotdiscloseanynotabledifference between France and other European Union countries. Joint audit also creates a more competitive environment thatisconducivetoareasonableprice/volumebalanceforthemarket. In practice,theadditionalcostisbornebytheauditfirmsratherthanbeingpassedontotheauditedentity. 8. WHAT ARE THE BENEFITS OF JOINT AUDIT? • Macro-EconomicPolicy • Istheonlyprovenmechanismenablingnewentrantsintotheauditmarketforlarge multinationalcompanies. • Stimulatescompetitionbetweenagreaternumberofauditfirmsfromdifferentcultural backgrounds,resultinginmoreinnovationandbetterresponsetomarketneeds. • Enablesthesmallerfirmstogetonaladderofinvestments,beitintermsofgeographiccoverage, sectorexpertiseorsize. • MitigatestheriskoftheBig4becomingtheBig3whichwouldresultinregulatorycapture. • Independence andObjectivity • Reinforcesauditorindependence,inparticularoverproperacceptanceofnon-auditservices. • Reducestheriskofover-familiaritythroughrotatingtheallocationoffieldworkbetweenthejoint auditorsafterasetnumberofyears.. • Reinforcestheauditors’abilitytostandtheirgroundintheeventofadisagreementwiththeentity. • Encourageshealthydialoguebetweenthetwoauditfirmsappointedwhichbringsacriticaleye ontherespectiveworkofeachauditor. • Quality • Reinforcesauditqualityviathe“foureye”principlebycreatingtimelyandin-builtindependent qualitycontrol. • Stimulatesinnovationandawareness(“criticaleye”)throughrotatingfieldworkafterasetnumberof years. • Enablesasmoothandsequencedrotationofauditfirmswhichminimisesdisruptiontotheclient byharmoniouslytransferringknowledgeandunderstandingoftheentity’soperations andculture. • Offerstheauditedgroupabroaderspectrumofskillsandgeographiccoveragetowork/choosefrom • Enablescomparisonofservicelevelsbetweenthefirmswhichdrivesservicequalityup. • IsfullycompliantwithInternationalAuditingStandardsinparticularISA600. • TechnicalKnowledge • Enablesentitiestobenefitfromthetechnicalexpertiseofmorethanoneauditfirmandtohave aricherdiscussiononcomplextechnicalissues. • Increasesthetechnicalknowledgebasebyencouragingamorediverseauditmarket. • Offersadditionalscopeforbenchmarkingbestpracticeacrossthemarket. F $ @ 1. The evaluation of additional costs relating to joint audit (ranging from 2.5 to 5% of the total audit costs) was tested on two large listed groups (CAC40 index). This analysis was conducted from the actual fee budgets agreed upon for those two groups (by the joint auditors and the management and governance of each group). 7. What is the cost of Joint Audit? / 8. What are the benefits of Joint Audit? What you need to know about Joint Audit 15
  14. 14. 16 What you need to know about Joint Audit
  15. 15. 9. HOW DOES THE EUROPEAN AUDIT REFORM EMBRACE JOINT AUDIT? JointAuditisrecognizedasasystemwithmeritsinthenewEUauditregulation,anditspracticeisencouragedby allowingjointauditorstobenefitfromalongerrotationperiod. §§ Joint Audit benefits from a maximum duration of 24 years with no tendering required. §§ By contrast, solo audits are subject to tendering after 10 years. Only in the case of positive tendering can solo audits benefit from a maximum duration of 20 years. §§ PIEs may choose Joint Audit even after having engaged one single auditor for 10 years so that they may benefit from a 14 year extension, (assuming that the Member State or Regulator allow this option in their respective countries). 10. WHAT HAS BEEN FRANCE’S EXPERIENCE WITH JOINT AUDIT? In Europe, Joint Audit in France is an example of a system that has a proven track record in keeping concentrationlevelsinthePIEauditmarketlowerthaninotherjurisdictions.Mazarsisalivingexampleofthe benefits of such a system, permitting to build the necessary capacity to become a key player within the French market. Today, Mazars in France is in a position to refer significant volumes of work abroad, thereby facilitating thegrowthofourpracticesacrosstheEUandintherestoftheworld.Basedonthisexperience,JointAuditshould besupportedasameanstostimulateprogressiveinvestmentinordertocreateamorediverseauditmarket. 9. How does the European Audit Reform embrace Joint Audit? / 10. What has been France’s experience What you need to know about Joint Audit 17
  16. 16. HECUniversityofJyväskylä,UniversitätUlm Is joint audit good or bad? Efficiency perspective evidence from three European countries September 2011 http://www.econ.kuleuven.be/eng/tew/academic/afi/events/research_day/presentations/ Ratzinger%20KULeuvenAuditConf.pdf EuropeanCommission Impact assessment accompanying the EU proposals November 2011 http://ec.europa.eu/internal_market/auditing/reform/index_en.htm What you need to know about Joint Audit18
  17. 17. This document has been printed on paper combining 40% of virgin fibres from responsibly managed forests and 60% of recycled fibres. The information provided in this document is for informational purposes only. Mazars does not assume any responsibility or liability for the use of this document and its information. Property of Mazars. All rights reserved Dec 2014.
  18. 18. More information on www.mazars.com Mazars Communication Ref: 10/14 - Photos © Istock Mazars is present in 5 continents. CONTACTS Mazars Fatemeh Jailani European Affairs Director E-mail: fatemeh.jailani@mazars.fr Address 61 rue Henri Régnault 92075 Paris - La Defense France Tel. +00 (0)1 49 97 60 00 Fax. +00 (0)1 49 97 60 01

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